$37-a-Share Offer Prompts Empower Brands to Address Helen of Troy Shareholders Directly
Key Facts
Empower Brands sent an open letter to Helen of Troy shareholders on November 12, renewing its non-binding offer to acquire the company for $37 a share after Helen of Troy’s board unanimously rejected the proposal. Empower, the home and personal care business jointly owned by Spectrum Brands and funds managed by Oaktree Capital Management, said it wants to open a direct dialogue about the deal. The letter gives shareholders Empower’s account of the negotiations, while Helen of Troy’s board maintains that the offer materially undervalues the company and its growth prospects. The board said executing its standalone strategy would create greater long-term value for shareholders. The disagreement therefore centers on the company’s value today and what its future plan could deliver.
Empower said its initial offer was $34 a share on August 19, 2026, and that it raised the bid to $37 on October 12. According to its timeline, Helen of Troy rejected the initial offer on September 3. On November 4, the company reaffirmed its unanimous rejection of the non-binding proposal, saying it undervalued the company and its prospects. The higher price shows that Empower improved its terms between the two offers, but its latest statement makes clear that this did not change the board’s position. Based on the information provided, the proposal does not include a definitive agreement with completed terms.
Helen of Troy, by contrast, outlined its five-year outlook to support its position that continuing to execute its plan is better for shareholders. The company expects annual net sales growth in the low-to-mid-single-digit range, high-single-digit growth in adjusted EBITDA, and mid-to-high-teens growth in adjusted earnings per share. The company ties its rejection of the offer to these growth prospects, saying execution of its strategy will create greater long-term value. Its board said Empower’s proposal “materially undervalues Helen of Troy.” These projections underpin the company’s objection to the offer’s valuation, though they do not by themselves determine the outcome of negotiations.
Empower criticized management’s past performance, saying the company has undergone its third strategic reset in ten years. It added that the “Elevate for Growth” strategy Helen of Troy presented at its 2023 investor day mapped a share-price path of $228 to $398, which was not achieved, according to Empower’s letter. This argument is central to its effort to persuade shareholders that the company’s execution record warrants consideration of the acquisition offer. Helen of Troy, in turn, points to its five-year plan and growth projections to justify rejecting a sale. The two sides thus offer different assessments of the company’s ability to create value, one based on its past trajectory and the other on future projections.
Helen of Troy is supporting its position with operating figures from fiscal 2027. Net sales rose 4.9% to $843.0 million in the six months ended August 31, 2026, compared with $803.4 million in the same period a year earlier. In a presentation to shareholders, the company said gross margin expanded 800 basis points year over year in the second quarter and net leverage was 3.0 times. Its report also showed total long-term debt of $672.622 million on August 31, compared with $780.811 million on February 28, 2026. The company presents these metrics as part of its account of its business performance and plan, while Empower maintains that its offer merits discussion with shareholders.
Empower said it is prepared to complete due diligence and draft a merger agreement within no more than 45 days, after the necessary arrangements are completed. It added that a definitive agreement would not include a financing condition and said it was open to constructive dialogue that could support an improved offer. It also said it would accept a customary confidentiality agreement but not a standstill provision restricting its actions during negotiations. This position sets out the terms for the proposed dialogue before Helen of Troy’s board, which has rejected the offer so far. The next step remains tied to the board’s decision on whether to engage in talks on these terms.